Hall Pass
by winter machine
Summary: In which Season 3 Addison breaks both the sixty-day bet and her personal pact not to mess around with interns, in one fell swoop. In other words, Mark/Addison/Alex. Old trope, new take. I don't remember who requested this trio, but here you go.


**You know how life goes. Sometimes you're super productive, sometimes you're angsty, sometimes you're fluffy, and sometimes you're shameless. No? Just me? My excuse is that someone a million years ago requested Mark/Addison/Alex, which once upon a time was a popular way to shake off Season 3 frustration and now is somewhat lost to the sands of time. I know I have a bunch of stories to update, and I will. But for some reason this is what my fingers decided to do (insert double-entendre here if you're Mark).**

 **This good old-fashioned threesome takes place in Season 3, in the era of the 60-day bet, and it's rated M for a reason. If that's not your thing, I promise not to be offended. If that _is_ your thing, I'll only be offended if you don't review. Kidding. Sort of.**

 **Enjoy!**

* * *

 _ **HALL PASS**_

* * *

Look – she has zero interest in Alex Karev.

Zero prurient interest, that is.

Okay?

When you get right down to it, he's nothing but a younger version of Mark Sloan. Cocky, arrogant, obnoxious, womanizing … and _far_ too handsome for his own good.

Not that she'd ever admit that last one.

Because she's an attending with teaching responsibilities and ethical duties.

Unlike some people – _Derek, Preston, I'm looking at you_ – she understands that her job is to teach the interns. To mold them from unformed blobs of time-wasting, mind-numbingly stupid uselessness into something that actually resembles surgeons. Not to prey on them. She's not above fucking with their heads … but that's where it should end.

She's going to make sure he understands this.

What almost happened between them … is never going to happen again. And not just because of the sixty-day bet, either.

Because she has standards.

"You need to know your place, Karev," she scolds him now, drawing up to her full height and looking at him over the tops of her glasses.

"Oh, yeah? What place is that?" he asks, with an expression far too close to a smirk for her liking.

"Intern," she snaps. "For now. At least until news of your incompetence spreads and you're fired. Do I make myself clear?"

"Crystal," he says after an insolent pause before stalking off.

She watches him leave in spite of herself.

He even walks like Mark. Like it's a strain to keep all those muscles contained under a lowly pair of scrubs.

Cocky.

Arrogant.

 _God_ , she needs to get laid.

\\\\\

"You know that thing where hikers lost in the desert start seeing water everywhere?" Addison asks, propping her face on one fist and running her fork dispiritedly through her salad with the other hand.

Callie nods. "Sure. Mirages or whatever."

"Yeah. Those." Addison drops her fork and leans back in her chair.

Karev walks by with his pack of intern friends, and waggles his eyebrows in her direction.

She feels her face flush.

 _Damn it._

Then something makes her turn her head just a few inches to see Mark at the next table, glowering at her. He jerks his scruffy chin in Alex's direction, then back at her.

 _Double damn it._

"Addie?" Callie looks intrigued. "Why did you bring up the desert?"

"Um … no reason." She downs half her cold water bottle in one gulp.

If only she could shower in it.

\\\\\

"I have work to do," she tells Mark when he beckons her toward a call room with a jerk of his chin.

Plus she doesn't answer to him anymore. Not like _that_.

"This is about work," he says.

Warily, she follows him inside.

"Well?" she demands when he's silent, big arms folded, just _glaring_ at her.

"It's about the interns," he says. "One in particular."

"Seriously?" Addison rolls her eyes.

"I saw the way you were looking at him," Mark announces. Loudly. "He's an intern. A toddler. A _scrub._ You can do a hell of a lot better than that, Addison."

She raises her eyebrows. "What, you mean like you?"

"That's exactly what I mean." He takes a step forward, she takes one in the other direction and then her back is against the wall and he's giving her one of those slow smiles that never fail to make her stomach turn over with anticipation.

"Mark …"

"I know, I know. Hands off." He raises both hands in innocent surrender.

Then he leans in, both hands still aloft, and murmurs right next to her ear: "I don't actually need my hands, you know."

A shiver runs through her body in spite of herself and she knows he can feel it; his laugh rumbles against her and the scruff on his jaw brushes the sensitive skin of her neck.

"Mark …"

"Just putting it out there." He looks her up and down. "I can tell when you need to get laid, you know … not that you really make it a challenge."

A sigh escapes her without permission when she feels him moving away from her and he laughs. "Sixty days, Addison. Your idea, remember?"

He saunters off looking pleased with himself as she leans against the wall a little longer to catch her breath.

\\\\\

So much for a productive afternoon.

She can hardly concentrate on paperwork. Not when her mind is racing with the sensation of Mark's stubble against her skin, the image of Karev's shoulders under his scrub top.

She needs to leave. It's a respectable time anyway, and she's not feeling particularly respectable. She needs to call in _incurably horny_ and go back to the hotel … more specifically, to the _very_ expensive toys Savvy sent her in a gift box when she signed the divorce papers.

Toys are good.

Toys never ignore you.

Toys never leave anyone else's panties for you to find.

Toys never look at you all – muscly – during surgery and distract you.

Toys never insinuate – with unfortunate accuracy – that they know when you need to get laid.

Which is why she's swearing off men and onto toys.

Starting tonight.

\\\\\

The _other_ problem, which becomes clear as she pours herself a glass of wine and sits glumly in the ergonomic desk chair of her hotel room, is that while toys might get you off … they also don't do much else.

Toys don't drink wine with you.

Toys don't flirt with you.

And toys definitely don't –

A knock on the door interrupts her thoughts.

She looks through the peephole first, like a good citizen.

 _Ugh._

"Hang on a second."

"Why, do you have someone in there?" he calls.

 _Something, actually. Well. Somethings, plural._

She ignores him, hastens to the bed and scoops up all the evidence before dumping it unceremoniously into a drawer and slamming it shut with finality.

"This year would be nice!" Mark calls from outside the room.

Annoyed, she pulls open the door.

"What do you want, Mark?"

"Hello to you too," he says, sounding unbothered as he saunters in without an invitation.

"I'm busy," she tells him.

"Busy." He looks around at the empty room, and the not very empty yet bottle of red. "Busy drinking wine?"

She doesn't respond.

"I can drink wine. Drink wine with me," he offers.

"Why would I do that?"

"Because," he says simply, "I saw you today at the hospital, and I know you're in grave need of … drinking some wine."

"We have a sixty-day pact, Mark," she reminds him.

"True." He looks her up and down. "Between us … I'm not so sure you're going to last, though."

"I'm going to last," she frowns. "I have self-control."

"Says the woman who screwed her husband's best friend."

"Don't remind me."

He reaches for her wine glass and takes a sip. "You really do look frustrated, Addie."

"I'm not."

"Maybe you should invest in some … help," he suggests.

She blushes a little. _I don't sleep with the help._

"I have help, thank you," she says with dignity. "If you don't need anything else, you should go back to your room."

He eyes her hungrily for a minute, all but saying _I need you_ , and she does her best to ignore it. She has toys waiting for her, after all.

\\\\\

Something she never appreciated about men until recently: how convenient it is that they don't require batteries.

Or plugs.

Or lithium-rechargeable-whatever but finally she manages to get the power sources together and then she's sitting cross-legged in the middle of her bed, still wearing the same wrap dress she wore to work even though she's shed her heels and her stockings, surrounded by Savvy's loot.

"Hello, boys," she says, looking from the rather intimidatingly complex-looking pink gel … thing with its canister of pearls and long ears, to the sleek little gold comma-shaped thing that's more her style. It would make a nice paperweight. Then there's the hard purple thing shaped like an ocean wave and something the packaging calls _the closest thing to skin other than skin._ The description is a little Silence of the Lambs for her, but she can't deny that the creamy flesh-colored toy is intended to be realistic.

Maybe she should use that one. It's bound to be good. Right? It's certainly … impressive-looking.

She stares at the toy. "Go ahead and seduce me," she encourages it, but it doesn't move.

It's only realistic up to a point.

They should make a toy like that, only it moves on its own.

Oh, and has hands.

And a tongue.

Maybe a little stubble too.

 _Addie, you really need to get laid._

… by a human.

\\\\\

Screw humans.

She doesn't need humans. Not tonight.

She's going to do this right.

She changes out of her work clothes into a pretty little satin nightgown – why, she has no idea. Maybe to impress the sex toys. Maybe because she hasn't had the time to buy the ugly pajamas she should probably start wearing now that she's operating under a sixty-day bet. Or … spinster gowns. Something like that.

This nightgown … isn't ugly, and it's definitely not spinster. This nightgown is pale pink, silky and light. It feels sleek on her skin like the softest of caresses.

"I'm wearing this for you," she tells the gold toy, holding it at eye level in one of her hands. She pauses. "So, uh, what kind of panties do you like?" she asks in her most seductive tone. "I mean, if you had eyes … and preferences."

No answer.

She chooses black lace anyway.

 _Let's do this._

\\\\\

Okay, so the gold thing comes with a remote control and by the time she reads through the fifty pages of tiny print instructions and gets it working she's so exhausted that she doesn't have it in her to … have it in her.

She flops against the fluffy pillows at the head of her oversized bed, the duvet scattered around her, gold toy in one hand and remote control in the other, as unsatisfied as ever.

But she's just too tired.

"Sorry, not tonight, I have a headache," she tells the toy, laughing a little at her own joke.

(The other problem with toys is that they don't laugh at your jokes.)

This makes her a little sad as her eyes flutter shut.

Oh well. There's always tomorrow night.

\\\\\

She awakens to a pounding on her door.

Still half-asleep, she scrambles to her feet and groans once she's stared through the peephole.

"Mark, you'd better have a good reason for coming back," she growls as she pulls open the door. "As in, you'd better be half dead."

But he's very much alive. He's wearing sweats and a t-shirt tight enough to remind her everything she's missing. He looks infuriatingly good and she's not in the mood.

"What do you want?" she asks.

His eyes widen as he takes in her outfit. She dips her head to follow his gaze.

"Who's that getup for?" he demands.

 _My new love interest. He runs on two lithium batteries._

"None of your business."

"I think it is my business, actually," he says, sauntering in without an invitation. He brushes up against her as he does and she just hopes he doesn't hear her quick instinctual inhale at the contact.

"There better not be an intern in here," he growls.

"Really? You came over to grill me about Karev?" She shakes her head. "There's no one here but me, Mark. Not that it's any of your business," she repeats.

He studies her for a moment; his gaze sliding from her mouth down the slippery little nightdress – pausing where her black lace panties interrupt the color scheme – and all the way down her mostly-exposed legs.

"Nice," he says.

She flushes in spite of herself, feeling a lot more naked than she should considering how many times he's seen her actually naked at this point.

"Do you want something?" she asks pointedly.

He nods.

"Well, what is it? What do you want?"

"You," he replies simply and that one word goes right to the core of her, settling at the base of her stomach.

 _Damn him._

"Sixty days," she says, her voice unsteady. "We agreed, Mark."

"I know. Sixty days. I'm not saying I can't do it."

"So what are you saying?"

"I'm saying we don't need to break the bet. I'm offering you a hall pass, Addison."

He looks pleased with himself.

But she's confused.

"A hall pass?" she asks. "What's that?"

"You know, like in high school, when you have to get a pass to leave the classroom?"

She shakes her head.

"Like if you wanted to go to the bathroom, you'd have to ask for a hall pass so you wouldn't get in trouble?" Mark tries again.

"We certainly didn't have that at Miss Porter's. It sounds so _uncivilized_ ," Addison protests, eyes widening. "Maybe it's only in public school. Someone should do something about it, really."

Mark shakes his head, looking amused for some reason. "The point is … a hall pass gets you out free. No consequences. A _hall pass_ means tonight doesn't count. We can still do the sixty days. Like it never happened."

"Like it never happened?" she asks.

He takes a step toward her; she can actually feel the air displaced by the warmth of his body.

 _Damn it, damn it, damn it._

"Like it never happened," he says quietly.

"Well." She feels her face brighten, then tries to school it. Stands up a little straighter. "I guess it would only be polite, since you came all this way … across the hall …"

Her voice trails off.

 _Nice, Addie. Very believable._

"Is that a yes?"

"Yes," she admits. "Fine, it's a yes."

"I thought so." He grins at her, then strides over to the door.

Huh?

"Mark – what are you – "

"She's game!" he calls into the hallway.

What on earth?

"Mark, who are you talking to … ."

Her voice trails off as Alex Karev saunters through the door in clean scrubs like he's just come from the hospital. He and Mark exchange a knowing glance and then he smiles at Addison with far too much intent considering he's her student.

And she's … not really dressed.

She folds her arms over her nightdress as the door slams shut behind Karev.

She looks from one man to the other.

"Um, what exactly is this?" Addison asks warily.

" _This_ is a hall pass," Mark says, grinning. "I told you."

"It is?"

Both men nod.

"But … why?"

"Because I saw the way you were looking at him," Mark says, jerking his head toward Karev.

"And everyone at Seattle Grace has seen the way you look at _him_ ," Karev adds, gesturing with one thumb to Mark.

"So it's pretty clear you need a hall pass," Mark says with finality. "So. Are you game or not?"

\\\\\

 _Hall pass_ means it doesn't count.

 _Hall pass_ means it's like it never happened. That's what Mark said.

Which is a good thing, because no sooner has she nodded her agreement then she's suddenly swept off her feet – literally _and_ figuratively – and when she catches them grinning at each other she stops Mark with a hand on his arm.

"I thought you two didn't like each other."

"We like each other fine," Mark says gruffly. "Karev has potential."

"As a surgeon?" he asks eagerly.

"That too." Mark points to Addison. "But let's stay focused."

Karev's gaze is moving hungrily up her legs. "I don't think that will be a problem."

It's dim in the room even with the curtain thrown open to the city lights. That's good, since they're going to pretend it never happened.

At least their memories will be dark.

The truth is, she's never done this before.

She's no prude, as Derek cheerfully informed all of Seattle Grace when she arrived. And she may be a maneater, but she hasn't had occasional to … eat … two men at once.

She didn't realize it would mean that when she grips the bottom of Mark's t-shirt to pull it over his head and expose the familiar shape of his chest, she feels two hands skating over the satin at her hips and pulling her back against an entirely different chest. Equally hard, equally enticing … far less familiar.

Mark pulls her toward him with one oversized hand at the small of her back. "Don't forget to share," he reminds Karev over her head, and she can hear the smile in his voice. Then his lips are on her neck and his hands are tangling in her hair, holding her in place. And two other hands are dipping under her nightdress, testing the skin underneath. She jerks at the contact and they both laugh.

"We've barely started," Karev muses from over her head.

"Don't worry," Mark says. "She's got stamina."

She's about to tell them to stop talking about her like she's not there when Mark lifts her against his body and then her back hits the soft mattress. It's not so dark in the room that she can't see Karev crawling toward her across the big bed. The mattress dips as Mark settles in behind her.

 _Now what?_

She doesn't ask it out loud. Mark's hands are on her again, sliding her into the v of his open legs and settling her against his bare chest. He's gentle, cupping her breasts through the satin of her nightdress and stroking her stomach, her hips. She's lulled into comfort and then inhales sharply when she feels another set of hands sliding up her thighs.

Mark laughs a little, his body rumbling underneath hers.

"She's sensitive," Karev comments, sounding pleased.

"You'd never know it when she's such a hard-ass at the hospital," Mark agrees. She reaches behind her for him, blindly, to swat him or _something_ for that comment but he just takes both her hands in his and stretches them up, over her head, then dips his head to kiss her exposed neck. She wriggles against him and he releases her arms only to palm her breasts again.

"Nothing wrong with being sensitive," he murmurs against her ear. She shivers in response, flinching when she feels Karev's hands dipping under the bottom of her nightdress again.

Unlike Mark's hands, which are familiar to her in shape _and_ skill, Karev is new.

And she is new to him. From the way his palms are moving over her legs, the rough pads of his thumbs making her hiss a little when they scrape the inside of her thighs, he may be young – and correspondingly enthusiastic – but he's no frat boy. Not anymore, anyway. He knows what he's doing.

She arches against Mark's body as she feels Karev move closer; he's settling on the bed between her thighs now, moving her legs like they weigh nothing at all.

Mark's arms are around her, helping Alex rearrange her body and she's going to ask him what he thinks he's doing when she feels two hands that definitely know what they're planning to do part her thighs and stroke the damp lace between them.

She jerks violently under the offending hands and feels both men laughing again.

"Easy, tiger," Mark says from above her, nipping at her neck. She reaches for the hands that are tracing the band of her black lace panties and then Mark's hands are covering hers, drawing them away so that Karev has full access.

"This is … inappropriate," she stammers as Karev flips up the bottom of her nightdress and slides onto his stomach between her open thighs.

"You don't say," Mark intones drily from above her. He switches her hands to one of his much larger ones so he his free hand can roam around her satin-covered torso as it rests against his chest.

Karev is taking his time, too; scrutinizing her like he's studying for an exam and she feels her face flush hotly at the thought. His mouth is against the inside of one thigh, his stubble scraping her sensitized skin and she thrashes underneath him.

Mark switches his grip to hold one of her legs when they threaten to close on her intern's head.

And then he's back, his stubble driving her crazy again, and he's pressed his hot mouth to the black lace she's still wearing and she jerks against him, hard.

"Karev!"

He raises his head to grin at her, the sheer lust in his eyes obvious even in the dim light. "I think you can call me Alex," he says.

He disappears from view again only to grip the waistband of her panties. Mark seems to sense what he wants and releases her leg so Alex can slide the lace down her legs. He takes his time and then runs warm hands back up her bare legs. She's going to clamp them closed. She's going to stop this because it's … it's … _unseemly_ , is what it is. Mark's pulling the nightdress over her head before she realizes what's happening and groaning a little underneath her when he covers her exposed flesh with his hands.

She's not clamping her legs closed. She's doing the exact opposite somehow and pushing toward the contact she's not quite ready to admit she needs. She feels rough stubble against her thighs and a moan escapes her mouth.

"Maybe don't strangle me," Karev suggests, sounding like he's smiling.

"Maybe don't tease me," she snaps in response.

"Yeah, that's not going to happen." Karev props up on his elbows. "A little help here?" he asks Mark, who has been busy fitting her breasts into his oversized palms.

"All you have to do is ask," Mark says.

And then he's lifting her higher onto his lap and propping himself up against the headboard. Before she can figure out what he intends, all four hands are on her legs. They're lifted onto the outsides of Mark's thighs – a fluttering at the base of her stomach when she feels their muscles against her.

And then Mark is spreading his own legs, opening her wide as he does so and her face floods with heat to be … _presented_ like that.

In the low light, Karev looks utterly unembarrassed, though.

He looks – entranced. Dazed.

Greedy.

He's stroking her with surprising gentleness considering the dark look in his eyes, and she strains against Mark's muscular thighs where they're holding hers open. She wants more from Alex but can't arch her hips against him.

She's never experienced this before. Mark behind and underneath her, holding her legs open with his own strong ones while his hands roam freely over her bare skin and his lips suck hard at the tender skin of her neck, she's fully exposed. Meanwhile, Alex has both hands free in addition to what has turned out to be his incredibly talented mouth. He wastes no time feasting on her.

She strains against the hands and legs and _mouths_ attacking her in the most deliciously frustrating ways. Her hips circle like mad, unable to close her legs. She grabs at the short hair on Alex's skull, sheer instinct to get him closer, and then Mark is prying her hands away.

"Let the man work," he scolds as if she's interrupted him – _charting_ or something. Mark pulls her arms up and over her head, this time settling them around the back of his own neck.

It's not exactly comfortable but it's not so bad either, not when she can feel the ropy muscles at the start of his shoulders moving under her skin while he slides his hands over her stomach and kneads firmly at her breasts.

Then Alex is sliding two fingers inside her and she's gripping them desperately while he laps at her with his tongue, and she's writhing against Mark, feeling his excitement underneath her while he holds her firmly enough to let Alex … work.

She's dizzy with the combined sensations, the buildup inside of her almost too much to bear.

And then suddenly, without warning, they're both backing off.

"What are you doing?" she pants.

"Taking a break," Mark says infuriatingly. "I told Karev here how much you like that."

She's going to kill him.

"Yeah … you know, work-life balance," Karev smirks, and she'd slap him if Mark weren't holding both her hands. She's actually going to kill the two of them.

She's slick with need, frustrated, and both men are laughing at her.

"Fine! If you're not going to … get on with it, then you can just go," she huffs, annoyed.

"You hear that, Karev?" Mark asks, sounding amused. "We can _just go._ "

He's tracing her breasts lazily now, with both oversized hands, and he makes no move to stop.

"I heard," Alex says, sounding just as amused. He plants a kiss on the inside of each of her thighs and ignores the shuddering flesh between.

She's about to finish herself when Mark grabs her hand. "This is a teaching hospital, Addison," he reminds her in a firm tone. "He's never going to learn if you don't let him do it by himself."

"That's not funny." She writhes in his grip.

"You know how seriously I take my job." Mark is speaking close enough to her ear that shivers run through her.

"See one … do one … teach one," Karev recites dutifully. He punctuates each phrase of the creed with a twist of his fingers and they're back in business.

She grips him with muscles crying out for release while Mark bites the sweating skin at the side of her neck, moving every time she does so she can't avoid the warm suction of his lips.

Then Alex stops teasing her: she feels every rough contour of his tongue against her and she's thrashing the millimeters of free movement she has, she's going to kill both of them if this doesn't kill her first.

With her hands captured she can't direct Alex's movements or slow him down, he's deadly serious now with gathering speed and pressure and she can't say a word either because Mark has turned her head with a handful of her hair in one fist and is kissing her deeply, insistently, holding on when the pressure between her thighs is too much and she screams into Mark's mouth while she's spasming against Alex's.

They both release her at once and she's boneless against Mark's chest, breasts heaving as she gasps for air. Alex has backed away except for the most part; she's still clenching around his fingers and when he withdraws them, with some effort, Mark closes his own legs to bring hers back together. She didn't even notice the ache in her hips until now; Alex is massaging her gently while Mark strokes her sweaty hair away from her face.

"She was right. You _are_ a good student, Karev," Mark says once Addison's breathing is somewhat normalized.

She laughs a little in spite of herself; he kisses the perspiration off her neck. Alex's hands are strong and soothing away the ache from her previous position. She relaxes against Mark; she can feel the result of his own frustration underneath her but he's patient, peaceful.

Their touches are feather-soft, gentle. Until she makes a move to get off the bed.

"Hey. Let go."

"Why?" Mark asks.

"Because – because you need to go."

"Why do we need to go?" Alex asks.

"We're … we're done," Addison says. She's certainly a hell of a lot less frustrated than she was before. And while she may have lived through the late 90s, what they did still counts as sex even if it's not the strict definition of getting laid. And that was the whole point of this.

So they're done. Aren't they?

She feels Mark laugh underneath her.

"And anyway, it's late," she says with as much dignity as she can while she's spread naked over one of her colleagues and her student, who has just finished working her into a frenzy with his tongue, is massaging the tops of her thighs.

"Is that the best she can do?" Alex grins at Mark.

"Nah, I've seen her do a lot better than that," Mark replies. He pauses, then nudges Addison's face with his. "Do you want us to go?" he asks.

She hesitates.

"Thought so." He smirks at her. "Good decision."

Addison finds herself shivering a little at his tone. "Look, I don't know what else you had in mind, but – oh!"

Before she's certain what's happened, she's somehow left the mattress and finds herself rearranged like a doll face down on top of Karev now, who smiles when her breasts press into the warm skin of his bare chest.

Mark is somehow behind her, spreading her thighs and laughing a little when she wriggles under his hands.

So they're not done. Okay, then.

\\\\\

"Be good," Mark tells her in a low growl and she hates that a little current of electricity runs through her at his words. Then his fingers are inside her, long and strong enough to move her bodily over Alex, who inhales sharply and grunts as her heated flesh scrapes over his own sensitized skin. The hard length of him brushes against her but not where she's realizing she needs it.

"Shh," he scolds when she struggles against his hold – it's not that she wants to stop, much the opposite.

She wants more and she wants it now but _she_ wants to be the one to direct their movements.

But every time she pulls away, both men stop moving against her and she groans with disappointment.

"Be good," Mark says again, "or we'll have to stop."

She hisses with frustration as the air hits her untouched skin. It's illogical, it's unfair, that the only way for her get satisfaction is to _stop_ trying to satisfy herself.

She does her best not to interfere until she can't help it anymore.

Once again, their hands leave her body, their hips stop moving.

She curses, and they both laugh at her.

"Would you just – tie me up already or stop torturing me?" she snaps.

"Addison, you are an incredible woman," Mark announces. "But … not this time."

There's a shift on the mattress beneath her as he turns toward Alex. "You doing okay there?" he asks. "You look like you could use a … hand."

She's not privy to whatever they're smirking about, but then she's moving – or she's being moved, shifted onto her side with Alex pressed up to the front of her and Mark against her back. If she inches forward she bumps up against the whole hard length of Alex's body on one side. If she inches backwards it's the wall of Mark's body on the other.

She's never experienced this before; everything she loves about sex, full skin on skin contact, magnified. In stereo. When she moans into Alex's neck, she feels Mark's lips against her shoulder in response. When she reaches a flailing hand back to touch the muscular cut of Mark's hip, she feels Alex's thigh press over hers in response. Every movement has an equal and opposite reaction and she's pretty sure the two of them are psychic or _something_ because they seem to be able to anticipate exactly what the other one is going to do.

And then Mark is lifting one of her thighs and Alex is filling her completely, rocking against her so she's pushed harder into Mark's body. She can feel his excitement pressing against her, unsatisfied. He doesn't complain; his hands are roaming over her with intent.

And then casually, almost teasingly, one hand skates over her hips and brings her to a stunningly fast climax – even for Mark, it's merciless and precise. She's still recovering, Alex still moving in and out of her at an impressive pace, when she feels Marks hands shifting behind her. She's quiet, curious, when she feels one slick finger probing her gently. She rocks a little against him in anticipation, enjoying the new sensation, but when he shifts so that she realizes his intent, she freezes.

"No," she whispers.

He stops instantly and she finds herself feeling a shadow of disappointment. "I guess we should save something for next time," she adds, a little embarrassed at her own willingness.

"That's more like it." Mark kisses her ear and then moves from behind her. The next thing she knows, Alex is sliding out of her and her splayed legs are pushed together and hauled over her head. She's practically bent in two, a little confused but game, as Mark holds both her legs on an angle so that she has no weight to support at all and then she sees Alex's grinning face. He looks so excited she almost laughs and then she's gasping instead when she's pivoting under Mark's hands and then Alex is pushing into her once more. In this position she could swear he's charting utterly new territory, so deeply inside her she feels it everywhere. She hisses and he still his movements. Mark strokes her legs. "You okay, Red?"

She draws a deep breath, her muscle accommodating the whole hard length of him.

"I'm okay," she says.

And then she's more than okay because Mark has somehow worked a hand down her stomach despite the press of her legs practically over her head and he doesn't have to do more than just rest the flat of his palm against her and let Alex's fiercely driving hips provide the rest of the friction. Her gripping muscles finish him off in quick order and she's still catching her breath when Alex slides out of her and Mark lowers her raised legs and lifts her up to lean against him. Karev flops onto his back on the mattress, breathing heavily.

He still looks a little dazed when he finally sits up.

"Wow," he says finally. "That was … ."

His voice trails off. He's giving Addison an admiring look.

"She's tough," Mark observes from above her, sounding amused.

"Oh, yeah." Alex sounds blatantly impressed now. She catches his eye and finds herself smiling almost shyly. "Dr. Montgomery … you have hidden depths."

"Touche." She can tell Mark is smirking even though she can't see his face. She tips her head back to rest against his chest and feels his lips in her hair.

"What about you?" she asks Mark, her hand roaming around to touch him, the familiar feel of him filling up her palm.

"I thought you'd never ask," he murmurs. "But first …"

\\\\\

Cleanliness is next to godliness, after all.

Mark carries her into the bathroom – she's not going to object since she's not certain her legs will hold up her weight – and Alex turns on the shower.

See … she knew the two of them would work well together if only they stopped butting heads.

"Is she asleep?" she hears Alex's voice over her head.

She's nearly there, actually, her head lolling against Mark's broad chest. She's boneless and satisfied, this close to slumber, when she feels the sudden pinch of –

"Hey!" she opens her eyes.

"Nah, she's awake." Mark grins down at her. "It takes more than that to knock this one out."

"Yeah? I'm impressed." Alex is smiling at her too. "Hey, is that why there's a bench in the shower?" he indicates the marble slab across the oversized glass stall that Addison can't remember noticing before.

"Something like that."

Whoever designed the marble slab had a filthy mind, Addison decides.

They try a few things on it, moving her around with a combination of care and firmness that makes her feel less like a rag doll and more like … well, a sex doll. But not in a bad way, she decides, as she hears them in serious logistical discussions over her head. She can appreciate good teamwork, attention to detail, and –

"Oh!" She gasps.

"I think that's the one," she hears Mark over her head.

And so she finds herself supported against the breadth of Alex's hard chest while Mark settles on the marble bench and throws one of her legs over his shoulder.

"Why should Karev get to have all the fun?" Mark asks.

While Alex holds her up with one arm and uses the other to familiarize himself with the slippery curves of her upper body, Mark takes advantage of her immobilized position to press his lips against the center of her and taste the flesh he's been missing. She moans and arches back against the wall of Alex's chest. He holds her up securely, helping Mark keep her open and available to him while his tongue explores her slowly, lazily, like they have all the time in the world.

She's not a machine. Just because the flat of Mark's tongue seems to have been invented for the ridges and dips of her body, just because Alex's hands show more than surgical dexterity as he rolls her nipples between the strong pads of his fingers, just because there's a coil of excitement in the base of her stomach threatening to pitch her out of the shower entirely … doesn't mean she's going to …

"Insatiable," Mark says with a self-satisfied grin, looking up at her. He licks his lips and she shudders, then squeals as Alex dips her fully under the spray of the shower.

So much for getting clean.

\\\\\

They take turns toweling each other dry, paying the most attention to their favorite areas, so that by the time they're back in the main room and they've spread Addison out like a feast on the rumpled white duvet, sleeping is the last thing on any of their minds. Mark is kissing a trail up the inside of one leg while Alex sucks ferociously at one of her breasts and her hands strain in midair for whatever contact with them she can grasp.

She gasps when Alex uses his teeth and Mark laughs, easing up to her other side and pulling fondly at a lock of her damp hair.

"Getting tired?" he asks.

"No," Addison says defensively.

"Good." Mark's hand is on her jaw then, turning her face toward him so he can kiss her deeply. His tongue strokes hers while Alex's tongue bathes roughly over the same skin his teeth just scraped. She jerks underneath them, four hands soothing her back down to the bed. Mark probes her gently, declares her insatiable again, and then he's readying himself over her and her head is tipping back against the duvet, ready to feel him inside her. It's been a long night but her body has always accommodated Mark – even when it shouldn't have – always opened for his touch.

But then he stops.

"Seriously?" he asks.

Not to her.

"Seriously," Alex says.

"Oh, to be young again." Mark is smirking over her head. She turns to see the source of his amusement, which is apparently Alex's quick tunaround.

"Far be it from me to stand in the way of youth," Mark says.

He moves away from Addison, who sighs a little in disappointment until he flips her over onto her belly with one swift movement. He massages the backs of her thighs, thumbs dipping close to where she'd like to feel him, while she presses one cheek into the duvet.

She feels a hand on her head, combing through her wet hair.

When she looks up through her lashes Alex is standing above her, one of his hands wrapped around the evidence of his relative youth.

She feels her mouth curving upward. "Want a hand?" she asks. "Or … something?"

Alex smiles down at her. "Only if you want to," he says, lifting an eyebrow.

"I want to."

"I thought you might."

He moves closer, his hands on her to help, and then her hands are on his muscular thighs, and she's tasting him with her tongue, sinking down on him with her mouth. He gasps above her, his straining flesh jerking against her as she finds a rhythm of warm suction to keep him on his toes.

 _Please_ , he says above her and she laughs, humming a little so he gasps again, apparently unable to keep his hips from thrusting.

She laughs again.

She loves this feeling, all the power in her hands, _so_ much better than a toy. She can do whatever she wants, she makes the pace and the decisions, and –

"Hey!"

It's the first word that pops out of her mouth because it happens so fast she can't say anything else. One minute she's sprawled across the bed stretching her mouth over Alex's straining flesh and the next her hips are seized by two large hands, lifted, and then she's suddenly, deeply, _finally_ filled.

She gasps as her muscles accommodate the intrusion.

"Yes?" Mark asks from behind her, his laugh rumbling against her body.

For all his teasing, he's also smoothing his hands over her soothingly, almost reverentially, letting her get used to his size.

He's decided she's ready, apparently, because she feels him withdraw a little before he fills her again, gradually building a steady rhythm that takes over anything she's started with Alex, driving her forward and back with enough force that soon all three of them are moving as one.

Alex's hands are tangled in her hair now, great swaths of it around his hand at the base of her neck. Behind her, Mark is braced against the bed, slamming in and out of her. Each time he thrusts into her, she's pushed toward Alex, who slides deeper into her throat; her own moans vibrate against his flesh so that she can tell he's starting to lose control, holding her hair more tightly and trying to keep the warm suction of her lips around him. But it's Mark who's controlling her movements, drawing her back against him and then thrusting her forward, hard, each time he drives deeply into her.

She can't do anything except accept the seesaw motion driving her between both men as heat pools in her stomach. She's like a rope in tug of war if that rope were nothing but raw nerve endings.

Alex is thrusting desperately against her; he's released her hair with one hand and he's grabbing at anything he can reach, it seems, handfuls of sweating flesh as he strains to keep her close to him, to keep her mouth around him. Meanwhile Mark has an iron grip on her hips, one arm underneath her doing double duty to support both their weights as he thrusts into her.

She's not going to be able to last much longer.

She's going to rip in two.

They're not going to be able to keep sharing her, not with Mark dragging her back against him over and over, penetrating her so deeply now he's practically in her throat as well.

Not with Alex grabbing frantic handfuls of her hair, clutching at her skull, desperately rutting against her face.

Her world narrows to nothing more than the battering seesaw of her body, back and forth, back and forth; she's aching for her own stimulation but Mark is ignoring the part of her begging to be touched.

 _Hold her_ , he says to Alex when she tries to slip her own hand down to take care of herself and then she finds her wrist grasped and pulled away from her own flesh.

 _Please_ , she's panting, begging for some help toward her own release.

She's utterly powerless even as her body moves fast and forcefully first in one direction and then in the other.

This shouldn't feel so good.

This shouldn't be so … hot.

It's offensive, is what it is. In her fantasies of this moment, they were competing to pleasure her. They were scattering kisses over her spread legs and arched throat, caressing her sensitive flesh and bringing her to one climax after the other.

She didn't predict this reality, the sweating sprawled one stretched between two men, stretched by both of them with rough hands pulling her back and forth and taking total control of her body so that she couldn't stop if she tried.

There's pressure building inside of her even with zero pressure in the place she's certain she needs it.

So much pressure.

 _Now we're talking,_ Mark murmurs from behind her.

She needs more.

She's never – she can't be expected to – not when she's a tug of war, not when she's a seesaw, except her body is strung tight like a bow now, tossed to and fro – she's a sailboat on a rough sea and she's drowning in metaphors, pushed under and dragged up again by their hands and she's going to split in two from the pressure, she's going to scream –

And then it all happens at once.

So much in sync she couldn't pick what happens first even under oath.

But somehow it's all happening at once: she's flung off the cliff she thought she'd never reach; her muscles are clamping down in glorious release, seizing so violently that Mark is finishing with a last desperate thrust that drives her so far forward toward Alex that he slides deeper than ever into her welcoming mouth and his hips slam one more frantic time before with a low cry he's exploding, fisting handfuls of her sweaty hair as the last of his tension drains away down her throat.

"That was amazing."

"That was insane." Alex is pushing her sweaty hair out of her eyes, cupping her chin to see her face. "You okay?"

She nods, not quite able to speak yet. Mark eases out of her – she's going to feel this tomorrow, that's for sure – and she's falling limply against him. He takes hold of her again, far more gently than before, and helps her off her knees and onto the bed. She slumps onto his chest, and he rubs her back while she pants into his damp skin and tries to catch her breath.

Alex staggers up to join them and the three of them lie against the pillows, panting.

"I … pictured this a little differently," Addison says with as much dignity as she can manage, once she can speak again.

"So you're saying you _did_ picture this." Alex sounds like he's grinning.

"No – I just mean – "

Oh, what the hell. She gives up the pretense and lets both of them laugh at her. Mark is rubbing her back while Alex plays with a lock of her wet hair and she sighs, relaxing.

"So you're _also_ saying … this won't be the last time?" Alex asks innocently.

She sits up a little to make sure they can hear her. "No promises."

"Whatever you say, Dr. Montgomery."

\\\\\

"Dr. Montgomery. Dr. Montgomery?"

She blinks awake, disoriented, to see Alex Karev's worried-looking brown eyes directly over hers and his warm hand covering one of her wrists.

"Are you okay?" he asks. "You were moaning in your sleep."

"Wh – what?"

"And your pulse is high. You might be tachy. Let me – "

The door swings open. "Karev," an angry voice growls, "you better have a good reason for paging me in the middle of – Addison, what the hell's wrong with you?"

Mark's face turns from annoyed to concerned and then he's kneeling on the floor next to the bed.

"I came into the call room and found her moaning in her sleep," Karev tells Mark. "Vitals suggested stress. I couldn't wake her up, I thought she might be sick. Is that a good enough reason to page you … sir?"

"It'll do." Mark reaches under the top bunk and takes hold of her arms to help her sit up. "Easy … there you go. What's wrong, Red, dreaming about failing the boards again?"

Addison looks from Karev to Mark and back again, blushing.

"You're flushed too." Mark frowns now, touching her face. "Are you running a fever? Talk to me."

"No … I'm fine," she says, shivering a little.

They're both still staring at her curiously.

"I was sleeping? I mean, I was … sleeping," she murmurs, trying to sort it all out.

"Bad dream?" Mark asks with sympathy.

 _Not exactly._ "Yeah, I guess so."

"You want some water?" Karev asks.

"Good idea." Mark points to the door. "Go fetch some water like a good little intern."

"I'm a good intern," Karev smirks, "but I promise there's nothing _little_ about me."

"I'll take your word for it." It's Mark's turn to smirk. He moves two fingers to simulate walking. "Run along and get some water. I'll stay with Addison."

"Maybe you should run along and get some water, and _I'll_ stay with Dr. Montgomery," Karev suggests, raising his eyebrows.

Addison swallows hard, feeling her cheeks flush again.

"Addison?" Mark frowns at her. "What is it?"

"Nothing," she says. "I'm fine, really. Just – maybe you should both stick around for a little while." She stretches a little. "You know … just in case."

* * *

 _ **THE END (for now?)**_

* * *

 _Save a horse, ride an surgeon, review a shameless writer? Thank you for reading, hope you enjoyed, hope you'll let me know if you did!_


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